caused by or arising out of actual and intentiona! misconduct, willful disregard of this Agreement
or gross negligence on the part of the Escrow Agent. Escrow Agent shall be entitled to rely, and
shall not be subject to any liability in acting in reliance, upon any writing furnished to Escrow
Agent by either party, and shall be entitled to treat as genuine and as the document which it
purports to be, any letter, paper or other document furnished to Escrow Agent in connection with
this Agreement. Escrow Agent further may rely on any affidavit of either Party or any other
person as to the existence and accuracy of any facts stated therein to be known by the affiant. In
the event of any dispute relative to the deposit monies held in escrow, the Escrow Agent may, in
its sole discretion, pay such deposit monies with the clerk of any court with competent
jurisdiction, with notice to the parties hereto at the addresses recited hereinabove, and thereupon
the Escrow Agent shall be discharged from its obligations as recited herein, and each party to
this Agreement shall thereafter hold the Escrow Agent harmless in such capacity. Both parties
hereto agree that the Escrow Agent may (a) deduct the administrative cost of opening,
maintaining and closing the said escrow account from the deposit monies before disbursing any
of said monies, and (b) deduct the cost of bringing such Interpleader action, from the deposit
monies held in escrow prior to the forwarding of the same to the Clerk of such Court. Purchaser
and Seller shall jointly and severally defend, indemnify and hold Escrow Agent for solely for its
actions as escrow agent under this Agreement harmless from and against any and all losses,
liabilities, damages, costs, expenses or claims incurred by Escrow Agent in the performance of
its duties as escrow agent under this Agreement, except only to the extent caused by the Escrow
Agent’s intentional misconduct, bad faith, willful disregard of its obligations hereunder or gross
negligence. As between themselves, each party shall be responsible for one-half of the total costs
incurred in connection with such indemnity, and each shall have the right of contribution from
the other to the extent necessary to achieve such allocation.
22, PURCHASER FINANCING.
Purchaser’s satisfaction of its obligations under this Agreement shall be contingent upon
obtaining financing upon terms acceptable to Purchaser; provided, however, that Purchaser shail
comply with the following:
(a) Within 5 business days of the execution of this Agreement, Purchaser shall provide Seller
with a written financing plan with a detailed timeline on how Purchaser plans to close the
transaction. Failure to provide such a plan or failure to follow the plan as presented to Seller will
constitute waiver of any financing contingency and failure to close due to financing will be
considered a default of the Agreement.
(b) Purchaser shall receive a written commitment to be able to proceed with the transaction
as described in this Agreement from a lending institution on terms and conditions acceptable to
the Purchaser in the Purchaser’s sole discretion, on or before 5:00 p.m. on the last day of the Due
Diligence Period.
